Res 1999-168 - Laserfiche WebLink

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MASTER EQUIPMENT PURCHASE AND SERVICES AGREEMENT indemnification set forth in paragraph shall continue, but Customer shall indemnify C3 only for the percentage of responsibility of the damage or injuries adjudicated to be attributed to Customer. In such a situation, it is intended that, to the extent either Customer pays such Claimant for its costs, losses, liabilities, expenses and/or judgments attributed to the percentage of negligence, fault or liability or the other, these obligations of indemnification shall function as a contractual arrangement of contribution. This contractual arrangement of contribution shall survive settlement of the underlying third party Claim. 13. MISCELLANEOUS. 13.1 Force Majeure. C3 will not be liable for any failure or delay in the performance of any Services or in delivery or manufacture of Equipment due to forces or causes beyond its reasonable control, including, but not limited to, interference from Customer, its employees, representatives or agents, acts or omissions of civil or military authority, hurricanes, floods, fIres, explosions, quarantines, epidemics, riots, labor, materials or manufacturing shortages, acts of God, delays in transportation and vehicle or vessel shortages. 13.2 Governing Law. The laws of the State of Texas shall govern the validity, construction, enforcement and interpretation of these this Agreement. The parties hereby agree to submit themselves to the personal jurisdiction of the courts of the State of Texas in any dispute involving this Agreement. 13.3 Non-Assignment. This Agreement and the rights and obligations of Customer may not be assigned or transferred without the prior written approval of C3. 13.4 Severability. Should any provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding. 13.5 Integration. This Agreement supersedes and replaces all negotiations, representations, prior discussions and preliminary understandings and agreements, whether oral or written, between C3 and Customer. No modification or waiver of any provision shall be valid unless in writing and signed by both parties. 13.6 Waiver. Waivers of any term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. 13.7 Notices. All notices given under this Agreement must be in writing, served by U.S. registered or certified mail, return receipt requested to Customer's and C3' s addresses set forth on the face of this Agreement. Signed: C3 Communications, Inc. Customer Accepted by: ~.?~ Title: VICt:- fJllE3fOt'Vi Date: '7/3/7 'i APPROVED s- By: City of San Marcos (Printed Name) By ~/J4:~ Title: T :::lrry 1) (;111 Py) to; ty Manage.r D~e: August 23, 1999 Page 4 of 4